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Harmonic Acquiring Scopus

Harmonic Inc., a maker of IP-centric video encoding, compression, processing and distribution equipment, has agreed to purchase Scopus Video Networks Ltd., a provider of digital video networking solutions based in Tel Aviv.

But just hours after the companies announced the deal, lawyers for investors said they wanted to investigate Scopus' board for breaches of fiduciary duty and other violations.

Harmonic said the deal will expand its worldwide customer base and strengthen its market and technology leadership in international video broadcast and distribution markets.

Under the agreement, approved by the Boards of Directors of both companies, Harmonic will pay $5.62 in cash for each outstanding share of Scopus, about $51 million. That’s a 46 percent boost over the $3.84 stock price just before the deal was announced.

The acquisition is subject to regulatory approvals and the approval of Scopus’ shareholders. It’s expected to close late in the first quarter of 2009.

Harmonic, based in Silicon Valley, expects to realize cost synergies upon full integration of Scopus of $8 million to 10 million on an annualized basis.

For the first nine months of 2008, Scopus reported revenues of $55.4 million, an increase of 35 percent over the comparable period of the prior year. Approximately 79 percent of these revenues were outside the United States. Scopus has approximately 300 employees worldwide.

“This acquisition extends Harmonic’s diversification strategy, providing us with an expanded international sales force and customer base, particularly in video broadcast, contribution and distribution markets, as well as complementary video processing technology and expanded research and development capability,” said Harmonic President and CEO Patrick Harshman.

“The combination of Harmonic and Scopus will further extend Harmonic’s video delivery leadership,“ said Scopus CEO Yaron Simler. “Scopus’ exciting new video products, including our next generation integrated receiver processor (IRP) platform, are a great fit with Harmonic’s portfolio of industry-leading products and solutions.”

Sister publication Television Broadcasthas further details.